MANORAMA INDUSTRIES LIMITED

Transcription

1 PROSPECTUS Dated: September 27, 2018 Read with Section 32 of the Companies Act, % Book Built Issue MANORAMA INDUSTRIES LIMITED Our Company was originally incorporated as Manorama Industries Private Limited at Raipur, Chhattisgarh, as a Private Limited Company under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated August 9, 2005 bearing Corporate Identification Number U15142CT2005PTC17858 issued by Registrar of Companies, Madhya Pradesh & Chhattisgarh. Subsequently our Company was converted in to Public Limited Company pursuant to shareholders resolution passed at Extraordinary General Meeting of our Company held on February 06, 2018 and the name of our Company was changed to Manorama Industries Limited and a Fresh Certificate of Incorporation consequent upon conversion of company to Public Limited dated March 23, 2018 was issued by Registrar of Companies, Maharashtra. The Corporate Identification number of our Company is U15142MH2005PLC For further details of change of name and registered office of our Company, please refer to chapters titled General Information and Our History and Certain Other Corporate Matters beginning on page 73 and 192 respectively of this Prospectus. Registered Office: Office No 403, 4th Floor, Midas, Sahar Plaza, Andheri Kurla Road, Andheri East, Mumbai # Corporate Office: F-6, Anupam Nagar, Behind Ganesh Mandir, Raipur, Chhattisgarh Corporate Identification Number: U15142MH2005PLC Tel. No.: ; Fax No. NA Contact Person: Divya Jajoo, Company Secretary and Compliance Officer Website: PROMOTER OF OUR COMPANY: VINITA SARAF THE ISSUE INITIAL PUBLIC ISSUE OF 34,04,400 * EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FULLY PAID FOR CASH AT A PRICE OF RS. 188/- PER EQUITY SHARE (THE ISSUE PRICE ) (INCLUDING A SHARE PREMIUM OF RS. 178/- PER EQUITY SHARE) AGGREGATING TO RS. 6, LAKHS (THE ISSUE ), OF WHICH 1,71,000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 188/- PER EQUITY SHARE, AGGREGATING RS LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE MARKET MAKER RESERVATION PORTION ). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF 32,33,400 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 188/- PER EQUITY SHARE, AGGREGATING TO RS. 6, LAKHS IS HEREINAFTER REFERED TO AS THE NET ISSUE. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.59% AND 29.06% RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT HAS BEEN DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER ( BRLM ) AND HAS BEEN ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER BUSINESS STANDARD, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER BUSINESS STANDARD AND MARATHI EDITION OF REGIONAL NEWSPAPER MUMBAI LAKHSHWADEEP, EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND HAS BEEN MADE AVAILABLE TO THE SME PLATFORM OF BSE LTD. ( BSE SME, REFERRED TO AS THE STOCK EXCHANGE ) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ( ASBA ) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks ( SCSBs ) for the same. For details in this regard, specific attention is invited to the chapter titled Issue Procedure beginning on page 285 of this Prospectus. A copy of Prospectus has been delivered for registration to the Registrar as required under Section 32 and 26 of the Companies Act, 2013 In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the SCRR ) the Issue is being made for at least 25% of the post-issue paid-up Equity Share capital of our Company. The Issue is being made through the Book Building Process, in accordance with chapter XB of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended the ( SEBI ICDR Regulations ) wherein 16.46% of the Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs )(the QIB Category ), 5.00% of the QIB Category shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, 41.77% of the Issue was available for allocation on a proportionate basis to Non-Institutional Investors and 41.77% of the Issue was available for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All investors shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount ( ASBA ) process by providing details of their respective bank accounts which will be blocked by SCSBs. For further details please refer the section titled Issue Information beginning on page 274 of this Prospectus. THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME ( SEBI (ICDR) REGULATIONS) READ WITH RULE 19(2)(b)(i) OF SECURITIES CONTRACT (REGULATION) ACT, 1957 ( SCRR ).FOR FURTHER DETAILS PLEASE REFER THE SECTION TITLED ISSUE INFORMATION BEGINNING ON PAGE 274 OF THIS PROSPECTUS RISKS IN RELATION TO FIRST ISSUE This being the first public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each. The Floor Price was 18.1 times the face value and the Cap Price was 18.8 times the face value. The Issue Price (determined and justified by our Company in consultation with the BRLM as stated in Basis for Issue Price on page 117 should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ), nor does SEBI guarantee the accuracy or adequacy of the Prospectus. Specific attention of the investors is invited to the section Risk Factors beginning on page 21 of this Prospectus. COMPANY S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue; that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held; and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of our Company issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited. ( BSE SME ) in terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009 as amended from time to time. Our Company has received an In-principle approval letter dated July 2, 2018 from BSE SME for using its name in the Issue document for listing of our shares on BSE SME. For the purpose of this Issue, SME Platform of the BSE Ltd. shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE ISSUE PROGRAMME

MARINE ELECTRICALS (INDIA) LIMITED Our Company was incorporated pursuant to a certificate of incorporation dated December 04, 2007 issued by the Registrar of Companies, Maharashtra Mumbai at Maharashtra

JAKHARIA FABRIC LIMITED CIN: U17200MH2007PLC171939 Our Company was incorporated as Jakharia Fabric Private Limited on June 22, 2007, under the Companies Act, 1956 with the Registrar of Companies, Mumbai

KARDA CONSTRUCTIONS LIMITED Our Company was incorporated as Karda Constructions Private Limited on September 17, 2007 as a Private Limited Company under the Companies Act, 1956 with the Registrar of Companies,

TATA STEEL LIMITED (Originally incorporated on August 26,1907 under the Indian Companies Act, 1882 as' The Tata Iran and Steel Company Limited',; the name of the Company was changed into 'Tata Steel Limited'

Muthoot Finance Limited Our Company was originally incorporated as a private limited company on March 14,1997 under the provisions of the Companies Act, 1956, with the name "The Muthoot Finance Private

Last updated on, 2014 AMSONS APPARELS LIMITED (CIN: U74899DL2003PLC122266) Our Company was originally incorporated at New Delhi as Amsons Apparels Private Limited on 16 th September, 2003 under the provisions

POWER GRID CORPORATION OF INDIA LIMITED Our Company was incorporated in New Delhi on October 23,1989 under the Companies Act, 1956 (the "Companies Act") as a public limited company under the name 'National

AKI INDIA LIMITED Corporate Identity Number: U19201UP1994PLC016467 Our Company was originally incorporated as AKI Leather Industries Private Limited on May 16, 1994 as a private limited company under the

APOLLO MICRO SYSTEMS LIMITED Our Company was incorporated as Apollo Micro Systems Private Limited on March 3, 1997 in Hyderabad as a private limited company, under the Companies Act, 1956 and was granted

Last Updated on June 04, 2018 vide SEBI Circular CIR/CFD/DIL/12/2013 PRITI INTERNATIONAL LIMITED Our Company was originally incorporated as Priti International Limited at Jodhpur, Rajasthan as a Public

OFFER PROCEDURE PART B General Information Document for Investing in Public Issues This General Information Document highlights the key rules, processes and procedures applicable to public issues in accordance

Prospectus Dated: October 07, 2017 Please read section 32 of the Companies Act, 2013 Book Building Issue Siddharth Education Services Limited Our Company was incorporated on December 20, 2005 as Siddharth

ZODIAC ENERGY LIMITED Our Company was originally incorporated as Zodiac Genset Private Limited at Ahmedabad on May 22, 1992 under the provisions of the Companies Act, 1956 vide Certificate of Incorporation

Last Updated on November 14, 2018 vide SEBI Circular CIR/CFD/DIL/12/2013 SHUBHLAXMI JEWEL ART LIMITED Our Company was originally formed and registered as a partnership firm on July 30, 2013 at Bhavnagar,

DRAFT RED HERRING PROSPECTUS Dated: August 21, 2014 Read section 32 of the Companies Act, 2013 (The Red Herring Prospectus will be updated upon filing with the RoC) Book Building Issue MOMAI APPARELS LIMITED

PUNJAB & SIND BANK Constituted under the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (Bank Acquisition Act) on April 15,1980. The Bank was incorporated on June 24,1908, as The

RED HERRING PROSPECTUS Dated: July 14, 2017 Please see section 26 and 32 of the Companies Act, 2013 Book Building Issue SUREVIN BPO SERVICES LIMITED Our Company was incorporated on June 18, 2007 as Surevin

RED HERRING PROSPECTUS Dated: January 23, 2018 Please read Section 32 of the Companies Act, 2013 Book Built Offer SINTERCOM INDIA LIMITED Our Company was originally incorporated on February 22, 2007 as

DRAFT RED HERRING PROSPECTUS Dated: May 20, 2014 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please read Section 32 of the Companies Act, 2013) Book Built Issue Our Company

PROSPECTUS Dated: August 02, 2017 Please see section 26 and 32 of the Companies Act, 2013 Book Built Issue SUREVIN BPO SERVICES LIMITED Our Company was incorporated on June 18, 2007 as Surevin BPO Services

PART V - MINIMUM OFFER TO PUBLIC, RESERVATIONS, ETC. Minimum offer to public. 41. 84 [ The minimum net offer to the public shall be subject to the provisions of clause (b) of sub-rule (2) of rule 19 of

CIRCULAR CFD/DIL3/CIR/2017/21 March 10, 2017 All Listed Entities who have listed their equity and convertibles All the Recognized Stock Exchanges Dear Sir/Madam, Sub: Schemes of Arrangement by Listed Entities

DRAFT RED HERRING PROSPECTUS Dated: June 5, 2017 Read section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Offer ADROIT INDUSTRIES

RED HERRING PROSPECTUS Dated May 31, 2013 The information in this Red Herring Prospectus is not complete and may be changed. The Issue is meant only for Eligible QIBs and is not an offer to any other class

RED HERRING PROSPECTUS Dated: March 20, 2017 Read section 32 of the Companies Act, 2013 Book Built Issue Creative Peripherals and Distribution Limited Our Company was originally incorporated as Creative

DRAFT RED HERRING PROSPECTUS Dated: May 23, 2018 Read with section 26 & 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Issue ARTEDZ

The information in this Red Herring Prospectus is not complete and may be changed. The Issue is meant only for QIBs and is not an offer to any other class of investors to purchase the Equity Shares. This

RED HERRING PROSPECTUS Dated: April 18, 2018 Read with section 32 of the Companies Act, 2013 The Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Offer SOFTTECH ENGINEERS

Draft Red Herring Prospectus Dated: September 29, 2017 Please read Section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Issue AMBITION

Draft Red Herring Prospectus Dated: May 07, 2018 Read with Section 26 and 32 of the Companies Act, 2013 100% Book Built Issue USHANTI COLOUR CHEM LIMITED Our Company was incorporated under the provisions

INVESTMENT RATIONALE The issue offers yield ranging from 12.25 % to 12.6184% depending upon the series applied for and category of investor Opportunity to invest in a subsidiary of Religare Enterprises

DRAFT RED HERRING PROSPECTUS 18 September 2010 Please read Section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon filing with the Registrar of Companies) 100% Book

IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the placement document (the Placement Document ) following this page and you are

Draft Red Herring Prospectus Dated: December 13, 2017 Read with Section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue Mohini

RED HERRING PROSPECTUS Dated: February 04, 2017 Please see Section 26 and 32 of the Companies Act, 2013 Book Building Issue GLOBAL EDUCATION LIMITED Our Company was incorporated on June 30, 2011 as Global

DRAFT RED HERRING PROSPECTUS Dated:March 26, 2018 Read with section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue SHREEOSWAL

DRAFT RED HERRING PROSPECTUS Dated: September 04, 2017 Read section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Built Offer DECCAN HEALTH

Prospectus Dated: April 19, 2018 Read with Section 26 and 32 of the Companies Act, 2013 Book Building Issue MAHICKRA CHEMICALS LIMITED Our Company was originally constituted as a partnership firm having

Draft Red Herring Prospectus Dated: February 22, 2018 Read with Section 32 of the Companies Act, 2013 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) Book Building Issue MAHICKRA

PROSPECTUS Dated: December 24, 2018 Read with section 32 and 26 of the Companies Act, 2013 100% Book Built Offer DECCAN HEALTH CARE LIMITED Our Company was originally incorporated as Deccan Health Care

PROSPECTUS Dated: September 26, 2017 Read with Section 26 of the Companies Act, 2013 Book Built Issue R M DRIP AND SPRINKLERS SYSTEMS LIMITED Our Company was originally incorporated as R.M. Drip & Sprinklers

RED HERRING PROSPECTUS Dated: March 19, 2018 Read with section 32 of the Companies Act, 2013 Book Built Issue S.S. INFRASTRUCTURE DEVELOPMENT CONSULTANTS LIMITED Our company was originally incorporated

Draft Prospectus Please see section 26 and 32 of the Companies Act, 2013 Fixed Price Issue Dated: November 5, 2018 (The Draft Prospectus will be updated upon filing with the RoC) JANUS CORPORATION LIMITED

WAA SOLAR LIMITED INVESTOR PRESENTATION IPO ON BSE SME LEAD MANAGER WWW.WAASOLAR.ORG PROJECT EXECUTION MODEL We execute Solar PV power projects on RESCO, OPEX and EPC basis. We have a complete end to end

ISSUE SALIENT FEATURES Yields range from 9.65% to 11.15% depending on the series applied for (Series I, II, III, IV & V) and the category of investor Credit Rating of CRISIL AA/Stable by CRISIL and CARE

RED HERRING PROSPECTUS Dated March 5, 2018 Please read Section 32 of the Companies Act, 2013 100% Book Built Offer BHARAT DYNAMICS LIMITED Our Company was incorporated as a private limited company on July